Material Adverse Change
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Material Adverse Change: Lessons from Failed M&As(Wiley Finance)

Material Adverse Change: Lessons from Failed M&As(Wiley Finance)


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About the Book

Table of Contents:
Introduction: The Risks and Opportunities of Doing a Deal xi Chapter 1 Why Bad Deals Happen 1 A Practical Approach to Mergers and Acquisitions 3 A Case Study: RBS Buys ABN AMRO 4 Motivations for Deals 5 A Case Study: Bank of America Buys Merrill Lynch 5 Using M&A to Divert Attention 12 Using M&A to Grow Quickly 12 Using M&A to Solve Problems 13 Horizontal and Vertical Mergers 14 Conclusion 16 Chapter 2 Buy or Build? 19 A Case Study: Commerce Bank 21 A Case Study: Metro Bank 26 Is There Anything in Between? 29 A Case Study: Dow Corning Joint Venture 31 A Case Study: Bucknell Industries 32 Conclusion 34 Chapter 3 Let the Buyer Beware 37 Wachovia Buys Golden West 40 AOL Time Warner Merger 46 Wells Fargo Buys Wachovia 48 Chapter 4 The Opportunities and Risks of Expanding Your Business Globally 51 Telenor India Joint Venture 54 Telenor’s Global Strategy over Time 56 Telenor Expands into Eastern Europe 57 Telenor Pushes into Asia 59 The Telenor Unitech Joint Venture 61 Postmortem on the Telenor Unitech Joint Venture 63 Lessons Learned 64 Trends for the Future 67 Chapter 5 Culture Is Critical 69 A Case Study from China 71 A Case Study from Japan 74 A Summary of Other Best Practices 76 Chapter 6 Who Is Behind the Curtain? 85 A Case Study: Lloyds HBOS 87 A Case Study: Kraft Buys Cadbury 96 Chapter 7 Is It Too Late to Back Out? 103 Case Study One: Bank of America Purchases Merrill Lynch 106 Case Study Two: AT&T/T Mobile 110 Case Study Three: Verizon Bids for Yahoo 115 Conclusion 116 Chapter 8 How to Negotiate a Better Deal 119 Ten Best Practices for Effective Negotiation 124 Chapter 9 Making It Right 135 Background 137 Be Strategic 138 Maintain a Rational Organizational Structure 140 Structure the Deal Properly 141 Recognize the Importance of Brand 142 Efficient Distribution 143 Beware of Culture 144 Have Financing Lined Up in Advance 145 Establish an Appropriate M&A Approval Process 145 Integrate Early and Often 146 Clear Legal and Regulatory Process 146 Don’t Overpay 147 Continuous Learning 148 A Case Study: J.P. Morgan Buys Bear Stearns 148 Conclusion 152 Chapter 10 Where Do We Go from Here? 155 How Fast We Forget 157 Appendix A Trinity International/American Public Media Group: Material Adverse Change Clause 169 Appendix B Bank of America/Merrill: Material Adverse Change Clause 171 About the Author 175 Index 177

About the Author :
ROBERT V. STEFANOWSKI is an independent consultant on business strategy, leadership, finance, and M&A throughout North America, Europe, and Asia. A current member of the McKinsey & Company Mergers & Acquisitions Advisory Board, he's also been President and CEO of numerous business units at General Electric Company and CFO of UBS Investment Bank. A Visiting Professor of Management Practice at Oxford University, he is the author of Making M&A Deals Happen.


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Product Details
  • ISBN-13: 9781118222430
  • Publisher: John Wiley & Sons Inc
  • Publisher Imprint: John Wiley & Sons Inc
  • Language: English
  • Series Title: Wiley Finance
  • ISBN-10: 1118222431
  • Publisher Date: 22 Mar 2018
  • Binding: Digital (delivered electronically)
  • No of Pages: 216
  • Sub Title: Lessons from Failed M&As


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